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Berger Paints India Ltd — Capital/Financing Update 2021
Aug 10, 2021
61410_rns_2021-08-10_17aba871-fcb8-4ad7-8125-bba34b84b212.pdf
Capital/Financing Update
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STOCK. EXG/ AG/ 2021-22 10[th ] August, 2021 ' . The Corporate Relationship The Listing Department Listing Department Department National Stock Exchange of The Calcutta Stock Exchange BSE Limited, India Limited Ltd. 1[st ] Floor, Exchange Plaza, 5[th ] Floor, 7 Lyons Range, Phiroze Jeejeebhoy Towers, Plot No.-C/1, 'G' Block, Kolkata-70000 I Dalal Street, Bandra- Kurla Complex, Mumbai - 400001 Bandra (E) Mumbai - 400051 Scrip Code : 509480 Scrip Code: BERGEPAINT Scrip Code : 12529
Dear Sirs,
Sub: Intimation pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)
This is to inform you that Berger Paints India Limited ("Berger'') has entered into a novation agreement on 10[t][h ] August, 2021 with (i) Nippon Paint Automotive Coatings Co., Ltd corporation organized under the laws of Japan ("NPAC') and (ii) Isaac Newton Corporation, a corporation organized under the laws of British Virgin Islands (the "Purchaser"), the details of which are as under:
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A. NPAC and Berger are parties to an Amended and Restated Joint Venture Agreement dated April 28, 2016 (the "JVA") which regulates their relationship as shareholders of Berger Nippon Paint Automotive Coatings Private Limited (the "Company").
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B. Purchaser entered into a share purchase agreement dated on the date hereof (the "SPA") in relation to the transfer of the shares in the Company held by NPAC ("Sale Shares") to Purchaser (the "Transaction").
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C. In connection with the Transaction, subject to the terms and conditions set out herein, Purchaser has agreed to accede to the NA and NPAC shall transfer and novate all of its rights, powers, titles, interests, benefits, obligations and liabilities in, to and under the NA, to Purchaser .
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The Company will continue to operate in the ordinary course of business, consistent with past practice with NPAC's continued cooperation and assistance.
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The details as required under Part A of Para A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with relevant circular, are as under:
- I. Name(s) of parties with whom the agreement is entered:
Berger, NPAC and the J:>urchaser
- Purpose of entering into the agreement:
To substitute Purchaser as shareholder of the Company in place ofNPAC .
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. BERGER PAINTS INDIA LIMITED Berger House, 129, Park Street, Kolkata - 700 017, Phone: 2229 9724-28, 2229 6005-06, Fax: 91-33-2249 9009/9729, www.bergerpaints.com CIN - L51434WB1923PLC004793, E-mail: [email protected]
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areholding, if any, in the entity with whom the agreement is executed;
Purchaser - 51 %, Berger - 49%
- Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.;
The Novation Agreement will carry on with the terms of the original joint venture agreement whereby the Purchaser shall have the right to appoint one more Director than Berger and the parties will have the usual rights mentioned in the JV Agreement including right of first refusal in case of share transfer to third parties. Important matters require affirmative votes of both parties.
- Whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship;
No.
- whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length";
The transaction is not a related party transaction.
- In case of issuance of shares to the parties, details of issue price, class of shares issued;
There is no new issue of shares.
- Any other disclosures' related to such agreements, viz., details of nominee on the board of directors of the I isted entity, potential conflict of interest arising out of such agreements, etc;
There is no nominee of the Purchaser or NPAC on the Board of Berger, the listed entity and there is no potential conflict of interest.
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In case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchang,e(s):
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a) name of parties to the agreement : - given above
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b) nature of the agreement- Novation agreement, as stated above
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c) date of execution of the agreement - 10[th ] Augus_t, 2021
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d) details of amendment and impact thereof or reasons of termination and impact thereof - mentioned above.
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This is for your information and records, please.
Thanking you.
Yours faithfully, Fo BERGER PAINTS INDIA LIMITED
nt & Company Secretary
. BERGER PAINTS INDIA LIMITED
Berger House, 129, Park Street, Kolkata • 700 017, Phone: 2229 9724-28, 2229 6005-06, Fax: 91-33-2249 9009/9729, www.bergerpaints.com CIN - L51434WB1923PLC004793, E-mail: [email protected]